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Exhibil3

STATE OF CONNECTICUT

DEPARTMENT OF ENVfRONMENTAL PROTECTION

In the matter of

The State of Connecticut and

Middletown Power LLC

)

I

)

I

Trading Agreement

and Order No. 8214

Whereas. the Commissioner of Enviro~~ental ?rotection

("Com.'1lissionerlJ) and I-1iddletown Power LLC ("M?") agree that it is

in the public interest that they work cooperatively to improve

the air quality within the State of Cor~~ecticut and that the use

of emission reduction trading will achieve this result in a

timely and cost-effective manner:

A. At the request and with the agreeme~t of M?, the

Commissioner finds the following:

1. M? is an eX~'1lpt wholesale electric generating cornp~'Y

with its principal place of business in Sewickley,

Pennsylvania. On December 15, 1999 MP purchased from

The Connecticut Light and Power Company and now owns

one fossil fuel-fired electric generating station,

Middletown Station, at 1866 River Road in Middletown,

Connecticut ("facility").

2. At the facility, ~""RG Middletown Ope,rations Inc.

operates Middletown Station Unit 3, CO~jecticut

~egistration Nlli~er 104-0100, a 245 megawatt cyclone

boiler (~boiler"). The boiler has the dual capacity to

operate on fuel oil (No. 6 or No.2) and/or natural

gas. No.2 fuel oil is used primarily as an ignition

fuel as part of the start-up procedure. A continuous

emissions monitor ("CEM") , certified to 40 Code of

rederal Regulations ("CFR") Part 75, measures nitrogen

oxide (-NOx") emissions from the boiler.

3. During the year 1981, prior to modifications of the

boiler's burner, combustion controls and operating

conditions, and prior to the installation of natural

gas operating capabilities, and based on Department of

Environmental Protection approved stack test data and

Initi a 1 s , J3J"'L"R.::o- _( Pri,m.d on Recycled Paper)

79 El:n Strttt • Hanford. CT 06106 _ 5127

Date:
Middleto~Jn Power LLC Trading Agreement

and Order No. 8214

AP-42 emission factor data, the average annual NOx

emission rate for Middletown Station Unit 3 was 0.876

pounds per million British thermal units (~lbs/MMBtu")

of heat input when operating on No. 6 fuel oil and 0.17

Ibs/Y-MEtu of heat input when operating on No.2 fuel

oil. On and after May 31, 1995, the Regulations of

Co~:ecticut State Agencies ("Regulations") require that

the boiler emit NOx at a rate no greater than 0.43

lbs/MMBtu of heat input when operating on No. 6 fuel

oil, No.2 oil and natural gas.

4. In January 1994, The Connecticut Light and ?ower

Company completed modifications of the boiler's burner

and combustion controls, and began to test and adjust

operating conditions, thereby reducing the boiler's NOx

emission rates below its allowed and actual baseline

emission rates. Natural gas operating capabilities

were installed at the facility by July, 1997 to provide

further reductions of NOx emissions. Such modifications

and installation capabilities enabled M?'s boiler to

frequently meet and operate belo~ the emission

limitation specified in Section 22a-174-22(e) of the

Regulations.

5. On and after December 15, 1999, MP may obtain approval

of actual reductions in NOx emissions, generated by

operating the boiler at a rate which is below 0.43

lbs/MMBtu of heat input when operating on No. 6 fuel

oil, 0.17 lbs/MMBtu of heat input when operating on No.

2 fuel oil, and 0.43 lbs/~lliGtu of heat input when

operating on natural gas for use as discrete e~ission

r2duction credits (~D~RCS~). If DZrtCs are created

during the ozone season, MP may obtain approval for

such reductions for use as 3udget discrete emission

reduction credits ("3D3RCsQ)

6. Pursuant to Section 22a-174-22(j} of the ~egulations,

M? intends to acquire and generate approved DE~Cs until

May 1, 2003 at the facility. Approved DERCs are

defined for purposes of this Trading Agreement and

Order as those for which the Commissioner has provided

written authorization for use in conpliance with

Initials: 2 Date:
Middletown Power LLC Trading Agreement

and Order No. 8214

Section 22a-l74-22 of the ~egulations. MP will acquire

approved DERCs monthly on an as-needed basis, as

determined by actual NOx emissions in the event that

the 24-hour average of actual NOx emissions exceeds th~

NOx emission limitations of Section 22a-174-22{e) of

the Regulations.

7. When properly documented by MP I and approved by the

Commissioner, the reductions in NOx emissions

identified above, and as computed in accordance with

the terms of this Trading Agreement and Order, will

conform to the requirements of Section 22a-174-22(j) (3)

of the ~egulations. Specifically, the reductions will

be:

~eal because they result in a reduction of actual

emissions released into the air, net of any

consequential increase in actual emissions resulting

from shifting demand. The emission reductions are

properly measured, recorded and reported.

Qu~~tiTiable because they are based on continuous

emission monitoring data as applied in an appropriate

reliable and replicable protocol, providing the rate

and total mass ~~ount of reduction.

Surplus because ~,ey are not required by any

Co~~ecticut statute or regulation mandated by a current

State Implementation' Plan ("SI?"), and are not

currently relied upon in any applicable attainment

plan, any reasonable further progress plan or miles~one

demonstration.

Permanent because the advanced control system a~d

installation capabilities are in place and operating,

and an appropriate tracking system is in place to

monitor all data required to verify and quantify the

creation of DERCs.

Enforceable because the DERCs are approved by the

Co~~issioner retrospectively after the submission by XP

of the quarterly or semi-annual report that ,,,ill

document their creation.

Initials: 3 Date:
Middletown Power LLC Trading AgreEID='Jlt

and Order No.

8214

8. AS.documented in Attachment 1, attached to and

incorporated by reference into this Trading Agreement

and Order, 376.2 tons of non-ozone season NOx DERCs and

222.9 tons of NOz 3DERCs were generated by the boiler

between December 16, 1999 and June 30, 2000.

9. Ten (1 0) percent of these DERCs (37.6 tons non-ozone

season, 22.3' tons ozone season) are retired and

permanently removed from all calculations to assure a

benefit to the envirop~ent. The total available for

use, after rounding down to the nearest whole number

for annual serial assignment purposes, is 538 DERCs

(338 tons non-ozone season, 200 tons ozone season) .

10. On July 29, 1995 and December 14, 1995, The Connecticut

Light and Power Company did not have sufficient DERCs

on hand to cover excess NOx emissions from the boiler.

Excess NOx emissions on said dates totaled one ozone

season DERC and one non-ozone season DERC.

11. The Connecticut Light and Power Company adjusted the

two tons required in paragraph A.lO. upward by 100% and

retired the required DERCs (two tons of ozone season

DERCs and two tons of non-ozone seasoh DERCs) prior to

the transfer of the facility from The Connecticut Light

and Power Company to MP.

3.1. The Commissioner, in accordance with the provisions of this

Trading Agreement and Order, pursuant to Section 22a-174-

22(d) (3) of the Regula~ions, will allow MP and approved

sources within Connecticut to use 338 tons of non-ozone

season NOx DERCs and 200 tons of ozone seaso~ NOx BDERCs

referenced in paragraph A.9. of this Trading Agreement and

Order for purposes of compliance under Section 22a-174-22{j)

of the Regulations to achieve a portion of the nitrogen

oxide emission reductions required by Section 22a-174-22 of

the Regulations. DERC creation serial numbers assigned by

the Department to these approved reductions of NOx emissions

are provided in Table 1 of this Trading Agreement and Order:

Initials: 4 Date:
Middleto~m Power LLC Trading Agr~t

and Order No.

8214

TABLE! .

I 1999 I 2000

Ozone season NOx I N/.~ ICTOO/8214 (BDC) R

BD~RC serial numbers 100Noxozl-200

Non-ozone season NOx ICT99/8214 (DC) R- ICTOO/8214 (DC)RDERC serial nlliubers 100Noxnozl-8 lOONoYJloz!-330

B.2. Ozone season BDEaCs may be generated and used in accordance

with this Trading Agreement and Order.

3.3. Upon sufficient doclliuentation as prescribed belovl, the

Commissioner may provide written approval of the generation

of additional DERCs by M? retrospectively. Approved DE~Cs

and 3DERCs generated by M? may be held by M? or transferred

to other persons in accordance with this Trading Agreement

and Order.

3.4. The Commissioner, in accordance ~ith the provisions of this

Trading Agreement and Order, pursuant to Sec"tion 22a-174-

22{d} (3) of the Re~~lations, hereby allows M? to comPly with

Section 22a-174-22 (d) (I) of the Regulations through use of

DE?C trading.

c. With the agreement of M?, the Commissioner, acting under

Sections 22a-6, 22a-17l, 22a-174, 22a-176, and 22a-l77 of

the Connecticut General Statutes, orders MP as follows:

1. DERC generation.

a. For purposes of generating DEacs from the boiler at

the facility, MP shall use 0.43 Ibs/MMLtu of heat

input when operating on No.6 fuel oil, 0.17

lbs/MMGtu of heat input when operating on No. 2 fuel

oil and 0.43 Ibs/MM3tu of heat input when operating

on natural gas as the baseline emission rates for

the boiler, or the proportioned baseline emission

rate set forth in footnote 2 of paragr~ph C.Il. of

this Trading Agreement and Order, when

simultaneously operating on more than one ruel. MP

shall use the above referenced baseline e~ission

rate(s) when calculating the proportioned ~aseline

Initials: 5 Date:
Middletown Power LLC Trading Agreemo~t

and Order No.

8214

emission rate. When calculating DERCs, MP shall use

the lower of daily total CEM-calculated MMEtu value

or actual fuel usage data for the boiler in

MMBtu/day, when determining heat input. The ten

(10) percent uncertainty discount due to not having

data from an official Method 7-E stack test or CEM

data while operating on No. 2 fuel oil shall be

incorporated into the proportioned baseline €mission

rate whenever the boiler is operating on No. 2 fuel

oil as referenced in paragraph C.II. of this Trading

Agreement and Order and shall be retired by the

facility and permanently removed from all .

calculations on a daily basis. An additional ten

(IO) percent of all DERes (tons) generated by the

boiler shall be retired by the facility and

permanently removed from all calculations on a daily

basis to assure a benefit to the environment.

b. Non-ozone Season Restrictions. Non-ozone season

NOx DEacs generated by MP shall be created and

approved in accordance with this Trading Agreement

and Order, and shall remain valid until they are

used or until May I, 2003, whichever occurs first.

c. Ozone Season Restrictions. The boiler is subject

to Seci..-ion 22a-174-22a of the Regulations ("NOx

Budget Program") in 1999 and every year thereafter.

The boiler may generate ozone season EDERCs to

comply with Section 22a-174-22 of the Regulations

in accordance with paragraph .C.I.a. of this Trading

Agreement and Order and the· following conditions

and rest.rictions·: 1)' BDERCs shall only be

generated'by the boiler from May 1 through

September 30 of a given year, 2) EDERCs shall only

be used by other NOx Budget Program sources located

in Connecticut, 3) 3DERCs shall only be used to

offset ozone season excess emissions, and shall not

be used for compliance during the non-ozone season;

and 4) 3DERCs generated during a given year shall

only be used during the following ozone season,

with the exception of 3DERCs generated during 1999,

which may be used in the 2001 ozone season. ror

Initials: 6 Date:
Middletown Power LLC Trading Agreement

and Order No.

8214

example, EDERCs generated during the 1999 ozone

season may be used during the 2001 ozone season.

However, BDERCs generated during the 2000 ozone

season may only be used during the 2001 ozone

season. BDERCs may be generated until May 1. 2003.

BDERCs are subject to all DERC requirements set

forth in this Trading Agreement and Order except

for those requirements pertaining solely to nonozone season D~RCs and as otherwise may be

provided.

2. D?~C Use. Approved DERes shall be acquired for

compliance with the emission standard~ in Section 22a174-22 of the Regulations for the period begip~.ing

December 13, 1999 and continuing until MP achieves

permanent compliance for the boiler.with the emission

standards in Section 22a-174-22 (e) of the Regulations

or until May 1, 2003, whichever occurs first. MP shall

acquire approved DERCs, and document and record the

~~ounts of NOx emissions and DERCs used by serial

number (if assigned) by the boiler each day, and shall

maintain and provide such records in accordance with

the following and Section 22a-174-4 of the ~egulations.

until May 1, 2003:

a. aefore the first day of each month, calculate

projected worst case DERCs required for that

calendar month as follows:

DERCs (tons) = {[estimated worst case NOx emission

rate in lbs/MM3tu - ({D.9S) x (NOx ~~CT limit or

proportioned emission rate calculated pursuant to

'r'

~eC_1on 22174'22'<)'2)(" a-_ - \~ l ~J o~<t'ne negu_a~10ns '.' 2D,

Ibs/MM3tu))] x (Estimated fuel use in ~1Btu)}

2000 pounds.

b. Acquire sufficient approved DERCs no later than

the first day of each month to assure compliance

~ith the emission standards in Section 22a-174-22

of the Regulations for, at a minimum, that

calendar month. With the exception of EDEReS,

Initials: 7 Date:
Middleto·wn PO'irler LLC Trading Agreement

and Order No.

8214

excess DERCs from previous months can be applied

to subsequent months. At a minim~m, DERCs

required shall be adjusted upwards by 100% if

DERCs are not in MP's possession prior to the

first day of each month.

c. No later than the twentieth day of each month,

calculate DERCs used in the preceding calendar

month, as follows:

(1) For the boiler on each day, determine whether

the 24-hour average NOx emission rate* is

less than the baseline emission rate or

greater than the NOx PACT limit.

(2) When the boiler has a daily NOx emission rate

(24-hour average) exceeding the NOx RACT

limit·, calculate the amount of DERCs used, as

follows:

DERCs (tons) = {[(CEM-recorded NOx daily

average emission rate in 1bs/MMBtu*) -

((0.95) x (NOx RP.CT limit or proportioned

emission rate calculated pursuant to Section

22a-174-22(f) (2) (.~) of the Regulations in

lbs/MM3tu})] x (actual fuel use in MMBtu)}

2000 pounds.

*This rate shall be calculated pursuant to

the methodology described in 40 CrR Part 75.

d. !>1aintain. documentation to attest to the fact t·hat

DERCs used during.the ozone season were generated

during the ozone season. Generator certification

of this fact shall be sufficient.

e. After full program review, and if the Co~missioner

deems it appropriate, the COm~issioner may allow

the survival and use of approved D2RCs beyond

April 30, 2003, subject to the limitations set

forth in paragraph C.1.c. of this Trading

Agreement and Order.

Initials: 8 Date:
Middletown ?ower LLC Trading Agresnent

and Order No.

8214

f. Pursuant to Section 22a-174-22(dl (3) of the

Regulations, MP may use NOx allowances, pursuant

to Section 22a-174-22(j) of the Regulations to

achieve all or a portion of the reductions

required by Section 22a-174-22 of the Regulations.

~~y allowance used for compliance with Section

22a-l74-22(e) of the Regulations shall be subject

to all restrictions and/or requirements applicable

to D3RCs contai~ed in this Trading Agreement and

Order.

3. MP shall maintain records for the boiler showing daily

NOx mass emissions, and actual NOx emission rate {24-

hour average). MP shall also maintain records showing

a daily total of all DERCs generated net of the

applicable uncertainty and enviro~~ental discounts.

4. In requesting approval of DERCs generated by the

boiler, M? shall provide documentation containing a

s~uple spreadsheet with calculation formulas used to

determine reported nQ~bers; monthly operating reports

of actual fuel usage including the fuel BTU content,

number of barrels, gallons, and cubic feet used for

each fuel t~~e; daily MMBtu for each fuel type and

actual heat input based upon CEM-recorded data; daily

weignted and unweighted actual NOx emission rates (24-

hour average); and DERCs generated using the baseline

emission rate(s), or the proportioned baseline emission

rate referenced in paragraph C.l. of this Tradin~

Agreement and Order, net of the applicable uncertainty

and environmental discounts.

5. Wnen tne daily CEM-recorded NOx emission rate is used

to calculate DE~es generated by the boiler, MP shall

not include missing data calculated in accordance with

any missing data substitution procedures, including

those allowed under 40 erR Part 75. ~~en the daily

e~1-recorded NOx emission rate is used to calculate

DE~Cs used by the boiler, MP shall include. missing data

calculated in accordance with missing data substitution

procedures under 40 Cr~ ?art 75.

Initials: 9 Date:
Middletown Power LLC Trading Agre~ment

and Order No.

8214

6. No later than March 1 of every year after. issuance of

this Trading Agreement and Order, MP shall include with

the ~JUiual Emission Statement provided to the

Com~issioner, a record of each sale or other transfer,

and use of any and all of the DERCs approved within and

subsequent to issuance of this Trading Agreement and

Order until all such D~RCs have been used. MP shall

also include actual NOx emissions from the boiler, and

the amount of all DZRCs used (including serial nuwbers

(if assigned) and approved DERCs generated and/or

purchased from other facilities), generated and/or

approved for the previous calendar year. These reports

shall be on a ,form prescribed by the Commissioner.

This reporting may cease if a central registry is

approved by the Commissioner. Should MP choose to

discontinue the generation of D2RCs, MP shall notify

the CO~uissioner in writing upon discontinuance.

7. in order to consider C2M-recorded NOxemission rates

valid for DERC approval, all NOx and C0 2 /02 CEMs must

comply with 40 Code of Federal Regulations Part 75.

8. MP shall retain records and supporting documentation as

described in this Trading Agreement and Order for a

minimum of five years, commencing on the date such

records were created. MP shall provide the records

specified above to the Commissioner within thirty (30)

days of receipt of a written request from the

Cowmissioner.

9. Upon sufficient documentation, as determined by the

Commissioner, that MP' has· met the requirements of

paragraphs C.l.; C.2., C.3, C.4., C.5., C.7., C.I0.,

and C.ll., of this Trading Agreement and Order, the

Commissioner may provide written approval of DERCs

generated by MP retrospectively, in addition to those

approved in paragraph B. of this Trading Agreement and

Order. ~equests for approval of all subsequent DE?-Cs

generated shall be subMitted in writing to the

Commissioner. Approved DERCs generated by M? may be

held or transferred to other persons. Such DERCs shall

remain valid until they are used or until May 1, 2003,

whichever occurs first.

Initials: 10 Date:
Middletown ?o-m=r LLC Trading Agreement

and Order No.

8214

10. Should MP choose to generate additional DERCs, reports

documenting these DERCs shall be submitted to the

Commissioner on an ozone season, non-ozone season

(January through April and/or October through

December), or annual basis. Such reports snaIl be

compiled on a monthly basis and shall be submitted at

least on an aW1uai basis.

11. ~~en the boiler has daily NOx emissions below the

applicable baseline emission rate, or the proportioned

baseline emission rate, M? shall calculate the amount

of DERCs generated as follows:

DERCs (tons) = {{Total heat inputl of all fuels in

MMntu x ({proportioned baseline emission rate2 ) - (the

C3M-recorded NOx emission rate)))] + 2000 los/ton) x

(0.901 •

1 Heat input shall be calculated using the lower of

CR~-recorded data or actual fuel usage data in MM3tu

per unit of fuel combusted.

2 This rate shall be calculated by 1) multiplying the

heat input of each fuel combusted by the baseline

emission rate(s) for such fuel; .2) summing those

products; and 3) dividing the sum by the total heat

input. If the boiler is operating exclusively on one

fuel, MP may replace the proportioned baseline emission

rate with the applicable baseline emission rate, for

that fuel. The ten (10) percent uncert~inty discount

due to not ha~ing data while operating on No. 2 fuel

oil·shall be incorporated into the proportioned

baseline emission rate whenever the boiler is operating

on No.2 fuel oil.

) This rate shall be calculated pursuant to the

methodology described in 40 Code of Federal Regulations

Part 75 and weighted pursuant to the Department of

Environmental Protection's policy statement entitled

"Guidance for Calculation of Emission Reduction C~edi ts

and Deterwination of Compliance with NOx R~CT for

Init i a 1 s , _BC.Jh""-,,R,,-__ 11 Date:
Middleto~m Power LLC Trading Agreement

and Order No.

8214

Sources Subject to 40 CFR (Acid Rain Sources)n dated

12/18/98 which is attached to and incorporated by

reference into this Trading Agreement and Order as part

of Attachment 1.

4 Ten (10) percent of all ERCs (tons) generated by the

boiler shall be retired by the facility and permanently

removed from all calculations on a daily basis to

assure a benefit to the environment.

12. Each allowance used for compliance with Section 22a174-22 of the ~egulations shall be equivalent to one

discrete emission reduction credit and shall be

deducted from MP's NOx 3udget Program compliance

account upon such use. Allowances shall be considered

used for compliance with Section 22a-174-22 of the

~egulations when they are transferred from the

facility's compliance account or overdraft account to a

State of COlli,ecticut NOx allowance retirement ~ccount.

13. Aoorovals. MP shall use best efforts to submit to the Comm~ss~oner all documents ,required by this Trading A~reement and Order in a complete and approvable form. I~ the Commissioner notifies MP that any document or

other action is deficient, and does not aDorove it with

conditions or modifications, it is deemed-disapproved,

and M? shall correct the deficiencies and resubmit it

within the time specified by the Commissioner or, if no

time is specified by the Commissioner, within 30 days

of the Commissioner's notice of deficiencies. In

approving any document or other action ~~der this

Trading Agreement and Order, the Commissioner may

approve the document or other action as submitted or

performed or with such conditions or modifications as

the Commissioner deems necessary to carry out the

purposes of this Trading Agreement and Order. Nothing

in this paragraph shall excuse nc~compliance or delay.

14. Definitions. As used in this Tradin~ A$reement and

order, "commissioner n means the Commlss~oner or a

representative of the Commissioner; "Ozone season"

means the period from May 1 through September 30 in any given calendar year. The date of "issuance" of this

Trading Agreement and Order is the date the Trading

Agreement and Order is deposited in the U.S. mail or

personally delivered, whichever is earlier.

15. Dates. The date of submission to the Commissioner of

Ini tials; 12 Date:
Middletown Power LLC Trading .Zl"gre-=:nent

and Order No.

8214

any document required by this Trading Agreement and

Order shall be the date such document is received by the Co~~issioner. The date of any notice by the Com~issioner under this Trading Agreement and Order,

including but not limited to notice of anoroval or

dipapproval of any document or other action, shall be

the date such notice is deposited in the U.S. mail or

is personally delivered, whichever is earlier. Except

as otherwise specified in this Trading Agreement and

Order, the word "day· as used in this Trading Agreement and Order means calendar day. .~y doc~~ent or action

which is required by this Trading Agreement and Order

to be submitted or performed by a date which falls on a

Saturday, Sunday or a Cop~ecticut or federal holiday shall be subrocitted or performed by the next day which

is not a Saturday, Sunday or Connecticut or federal

noliday.

16. Certification of documents. Any docQ~ent, including but

noc l~m~ted co any noc~ce, which is required to be

submitted to the Commissioner under this Trading Agreement and Order shall be signed by MP or, if MP is

not an individual, by ME's chief executive officer or a

duly authorized representative of such officer, as

those terms are defined in §22a-430-3 (0) (2) of the

aegulations of Connecticut State Agencies, and by the

individual(s) responsible for actually preparing such doc~~ent, and MP or M?'s chief executive officer and

each such individual shall certify in writing as

follows: ~I have oersonally examined and am familiar

with the informatlon submitted in this docw~ent and all

attachments thereto, and I certify, based on reasonable ~nv~s~igation, incl~?ing_my i?~~r¥ of~tho~e~ ~. 1nd~v1duals respons10le ror oD~a1n1ng ~he 1nIor.ma~1on,

that the submitted information is tru~, accurate and

complete to the bes~ of my knowledge and gelief. I

understand that an¥ false statement made 1n the

submitted informat10n is Dunishable as a crirrcinal

offense under §53a-157b or the Connecticut General

Statutes and any other applicable law."

17. Noncompliance. This Tradin~ Agreement and Order is a I~nal oreer or the Commiss~oner with respect to the

matters addressed herein, and is nonappealable and

immediately enforceable. Failure to comply with this

Trading Agreement and Order may subject M? to an

injunction and penal~ies.

18. False statements. Any false statement in any ~nIorma~~on suomitted pursuant to this Trading Agreement and Order is punishable as a criminal OIrense

under §53a-157b of the Connecticut General Statutes and

any other applicable law.

Initials: 13 Date:
Middletovm Power LLC Trading Agreement

and Order No.

8214

19.

20.

21.

Notice of transfer; liabilitaof MP. Until MP has ~ully compI~eo w~cn ch~s Tra ~ng Agreement and Order,

MP shall notify the Commissioner in writing no later

than 15 days after transferring all or any portion of

the facility, the operations, the site or the business

which is the subject of this Tradin~ Agreement and

Order or after obtaining a new rnail~ng or location

address. MP's obligations under this Trading Agreement and Order shall not be affected by th~ passage of title

to any property to any other person or municipality.

Commissioner's powers. Nothing in this Trading Agreemenc ~~d Oroer snaIl affect the Commissioner's

authority to institute any proceeding or take any other

action to orevent or abate violati·ons of law, orevent

or abate oollution, recover costs and natural resource

damages, and to impose penalties for past, oresent, or

'future violations of law. If at any time the

Commissioner determines that the actions taken by M?

pursuant to this Trading Agreement and Order have not

successfully corrected all violations, fully characterized the extent or degree of any pollution, or

successfully abated or prevented pollution, the

Commissioner may institute any oroceeding to require M?

to undertake further investigatIon or further action to

prevent or abate violations or pollution.

MP's obligations under law. Nothing in this Trading Agreemenc and Order shall relieve Mp· of other

obligations under applicable federal, state and local

law.

22. No assurance b Comrncissioner. No provision of this

Ira ~ng greemenc ~'d r er ~:d no action or inaction

by the cornmcissioner shall be construed to constitute ~1

assurance by the Co~~issioner that the actions taken by MP pursuant to this Trading Agreement and Order will

result in compliance or prevent or abate pollution.

23. Access to facility. Any representative of the

Department o~· Envlro~~ental Protection may enter the

facilit¥ without prior notice for the pur~oses of

monitorlng and enforcing the actions requ~red or

allowed by this Trading Agreement and Order.

24. No effect on ri hts of other oersons. This Trading

.greemenc fu,a r er nelcner creates nor affects any rights of persons or municipalities that are not

parties to this Trading Agreement and Order.

25. No Creation of Property Rights. This Trading A~reement

and Order does not create any property rights wlth

Initials: 14 Date:
Middletolm Power LLC

respect to these DERCs.

Trading Agreement

and Order No.

8214

26. Notice to Com~issioner of changes. Wi~hin 15 days of

tne date M? oeco~es aware or a cnange ~n any

information submitted to the Commissioner under this

Trading Agreement and Order, or that any such

information was inaccurate or misleading or that any

relevant information was omitted, M? shall submit tne

correct or omitted information to the Com~issionei.

27. Notification of noncompliance. In the event that MP

oecomes aware ~nac ~t d~d noc or may not com~ly, or did

not or may not comply on time, with any requ~rement of

this Trading Agreement and Order or of any document

required hereunder, MP shall immediately notify by

telephone the individual identified in the next

paragraph and shall take all reasonable steps to ensure

that any noncompliance or delay is avoided or, if

unavoidable, is minimized to the qreatest extent

possible. Within five (5) days or the initial notice,

M? shall submit in writing the date, time, and duration

of the noncompliance and the reasons for the

noncompliance or delay and propose, for the review ~,d

written approval of tne Commissioner, dates by which

compliance will be achieved, and MP shall comply with

any dates which may be approved in writing by tne

Commissioner. Not~fication by MP shall not excuse

noncompliance or delay, ~,d the Commissioner's approval

of any compliance dates proposed shall not excuse

noncompliance or delay unless specifically so stated by

the COm~issioner in ~riting.

28. Submission of documents. ~~y document required to be SUDm~cced to che co~m~ssioner under this Trading

Agreement and Order shall, unless otherwise specified

in this Trading Agreement and Order or in writing by

the COillmissioner. be directed to:

Wendy Jacobs

Denartment of 2nvirow~ental Protection

Bureau of Air M~,a~ernent

2missions and Cred~t Trading Section

79 Elm Street

Hartford, Connecticut 06106-5127

Initials: 15 Date:
Middletovm Power LLC Trading Agreement

and Order No. 8214

MP consents to the issuance of this Trading Agreement and Order

without further notice. The undersigned certifies that he/she is

fully authorized to enter into this Trading Agreement and Order

and to legally bind MP to the te~ms and conditions of the Trading

Agreement and Order.

Signature:

Type Name:

Type Title:

- ArJhur J.' RocQ..ue, Jr.

Commissi~ner L./

Issued as a final order of the

Environmental Protection on

TOw~ OF MIDDLETOWN L~~TD RECORDS

~~ILED CEaTIFIED MAIL, RETU~~ RECEIPT REQUESTED

Certified Docume~t No.

16